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Directors Report of BSEL Infrastructure Realty Ltd.

Mar 31, 2016

To,

The Members,

BSEL Infrastructure Realty Limited

1. INTRODUCTION

The Directors are elated in presenting the 21st Annual Report of the Company along with the Audited Statement of Accounts for the year ended as on 31st March, 2016.

2. FINANCIAL RESULTS (Rs.in Lakhs)

Particulars

Consolidated

Standalone

2015-2016

2014-2015

2015-2016

2014-2015

Profit/(Loss) before Tax

75.24

(431.78)

82.94

109.15

Provision for Tax

(33.58)

(59.63)

(33.58)

(59.56)

Profit/(Loss) after Tax

41.66

(491.41)

49.36

49.52

Balance Brought Forward

(9,321.24)

(8,826.22)

6,674.14

6,628.23

Add: Excess/(Short) Provision Reversed MVAT Credit

-

-

-

-

Less: Transitional Provision of Depreciation

-

(3.61)

-

-

Less: Adjustment related to fixed asset

-

-

-

(3.61)

Balance carried to Balance Sheet

(9,279.58)

(9,321.24)

6,723.5

6,674.14

3. BUSINESS OVERVIEW

The Standalone Net Profit stands at Rs. 49.36 lakhs for financial year under review as compared to Rs. 49.52 lakhs in the previous financial. Due to favourable market situations, the Company''s Consolidated Net Profit after tax stands at Rs. 41.66 lakhs for the year under review as compared to a loss of Rs. 491.41 lakhs in the previous financial year. Further, the Board of Directors look towards the future performance with a positive approach.

4. DIVIDEND

Directors of the Company are unable to declare any dividend for the financial year under review.

5. SUBSIDIARIES

Ministry of Corporate Affairs (MCA) issued General Circular No. 2/2011 vide letter no. 51/12/2007-CL-III dated February 8, 2011, trough which it granted a General Exemption to companies from attaching Directors'' Report, Balance Sheet and Profit & Loss Account of subsidiaries to its Balance Sheet. The Conditions prescribed by the MCA, for availing exemption under this circular, have been fulfilled by your Company.

BSEL is having three Wholly Owned Subsidiaries including step down subsidiaries named (I) BSEL Infrastructure Realty FZE (II) BSEL Infrastructure Realty Sdn. Bhd. and (III) BSEL Waterfront Sdn. Bhd., Balance Sheets, Profit & Loss accounts, Reports of the Directors and Auditors will be made available upon request by any member on application and will also be kept for inspection at the Registered Office of your Company. The financial data of the subsidiaries has been furnished along with the statement pursuant to the provisions of the Companies Act, 2013 forming part of the Annual Report. Also, pursuant to Accounting Standard (AS-21) issued by the Institute of Chartered Accountants of India and listing agreement, your Company has presented the consolidated financial statements which include the financial information relating to its subsidiaries and forms part of the Annual Report as ANNEXURE - I.

6. CORPORATE SOCIAL RESPONSIBILITY

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the provisions of Section 135 of the Companies Act, 2013 are not applicable.

7. STATUTORY AUDITORS

M/s. Deepak Vekaria & Associates, Chartered Accountants,(Membership Number: 35908) was appointed as the Statutory Auditors of the company at the 20th AGM held on 29th September, 2015, to hold office up to this Annual General meeting.

Further M/s. Deepak Vekaria & Associates are eligible to be re-appointed as statutory Auditors and who have given their eligibility and consent to the proposed re-appointment, be and is hereby re-appointed at this Annual General meeting and who shall hold office till the conclusion of next Annual general meeting of the Company.

8. SECRETARIAL AUDITORS

M/s. Avni Busa & Co, Practicing Company Secretaries, have been appointed in the Board Meeting held on 10th August, 2016 as the Secretarial Auditor of the Company u/s 204 of the Companies Act, 2013 to conduct Secretarial Audit of the matters of the Company and report thereof. The Secretarial Auditor''s Report has been annexed to the Board Report under ANNEXURE - V.

9. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS.

There was no qualification, reservation or adverse remark made by the Auditors in their report.

The explanations made by the Board relating to the qualifications, reservations, adverse remarks made by the Practicing Company Secretary in her Secretarial Audit Report are furnished as under:

1. The Company has invited applications for the designation of Company Secretary in whole time employment. However, the Company has failed to receive any suitable candidature for the same.

2. The company has failed to file E-Form MGT-14 within 30 days from the date of appointment of Internal Auditor due to inadvertent error. However, the company is in process of rectification of the same.

10. DIRECTORS

Mr. Kirit Kanakiya (DIN:00266631), Non-Executive Director retires at this Annual General Meeting by rotation and being eligible offers himself for re-appointment. The Board recommends the re-appointment of Mr. Kirit Kanakiya as Director of the Company.

Mr. Dipal Muchhala, who was appointed as an additional director, and in respect of whom the company has received a notice in writing under section 160 of the Companies Act 2013, along with a deposit of Rs. 1,00,000, proposing his candidature as a director of the Company, be and his hereby appointed as an Independent Director at this AGM for 5 consecutive year, not liable to retire by rotation.

Mr. Archit Kulkarni who was appointed as an additional director, and in respect of whom the company has received a notice in writing under section 160 of the Companies Act 2013, along with a deposit of Rs. 1,00,000, proposing his candidature as a director of the Company, be and his hereby appointed as an Independent Director at this AGM for 5 consecutive year, not liable to retire by rotation.

Mr. Himanshu Vaidya who was appointed as an additional director, and in respect of whom the company has received a notice in writing under section 160 of the Companies Act 2013, along with a deposit of Rs. 1,00,000, proposing his candidature as a director of the Company, be and his hereby appointed as an Independent Director at this AGM for 5 consecutive year, not liable to retire by rotation.

Mrs. Disha Devrukhkar is appointed as Whole-Time Director for 1 year from 28th December, 2015 to 27th December, 2016. Mr. Hitesh Vora has resigned from the post of Independent Director of the Company on 9th August, 2016, and the Board has accepted his resignation in their meeting, held on 10th August, 2016.

Apart from this no other changes took place in the composition of the directors of the Company during the year under review.

11. DECLARATION BY THE INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

12. BOARD MEETINGS

The Board of Directors met Six times during the financial year under review i.e., on (1) 30th May, 2015; (2) 12th August, 2015; (3) 31st August, 2015; (4) 9th November, 2015; (5) 9th February, 2016; & (6) 29th February, 2016.

13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES MADE PURSUANT TO SECTION 188 OF THE COMPANIES ACT, 2013

The details of Related Party Transactions entered by the Company with Related party/Parties as defined under the provisions of Section 2(76) of the Companies Act, 2013, during the financial year under review are furnished in ANNEXURE - II and forms part of this report.

During the year under review, there were no related party transactions which were material in nature.

14. COMPANY''S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The provisions of Section 178(1) relating to constitution of Nomination and Remuneration Committee are applicable to the Company and hence the Company has devised a policy relating to appointment of Directors, payment of Managerial remuneration, Directors qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013.

15. INFORMATION PURSUANT TO RULE 5 (2) OF COMPANIES (APPOINTMENT & REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The details of employee(s) in receipt of remuneration exceeding the limits specified under Rule 5 (2) of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, are annexed in ANNEXURE -III.

16. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has duly set up an Internal Complaints Committee (ICC) in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013, to redress complaints received regarding sexual harassment.

The following is a summary of sexual harassment complaints received and disposed off during the year 2015-16.

No. of complaints received : Nil

No. of complaints disposed off : Nil

17. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (3) (c) read with Section 134 (5) of the Companies Act, 2013, your Directors state that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed with proper explanation relating to material departures, if any;

(b) They have, in the selection of the accounting policies, consulted the Statutory Auditors and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2016 and of its Profit for the year ended on that date;

(c) They have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) They have prepared the annual accounts for the year ended 31st March, 2016 on a ''going concern'' basis;

(e) They have laid down Internal Financial Controls, which are adequate and are operating effectively;

(f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

18. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The Company has not made any investments during the year under review. The details of loans, advance and guarantees given pursuant to Section 186 of the Companies Act, 2013 have been provided in ANNEXURE - IV.

19. DISCLOSURES OF AMOUNTS, IF ANY, TRANSFER TO ANY RESERVES

It is not proposed to carry any amount to any reserves from the profits of the Company. Hence, disclosure under Section 134 (3) (j) of the companies act, 2013 is not required.

20. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relate on the date of this report.

21. ENERGY CONSERVATION AND TECHNOLOGY ABSORPTION

The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 in respect of conservation of energy and technology absorption are not required to be furnished considering the nature of activities undertaken by the Company during the year under review. Further during the year under review, the Company has neither earned nor used any foreign exchange.

22. STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY

The Company has developed & implemented Risk Management Policy. However, Company has not come across any element of risk which may threaten the existence of the Company.

23. DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS/TRIBUNAL IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATION IN FUTURE

There are no significant material orders passed by the Regulators/Courts/Tribunal which would impact the going concern status of the Company and its future operations. Hence, disclosure pursuant to Rule 8 (5) (vii) of Companies (Accounts) Rules, 2014 is not required.

24. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS PURSUANT TO RULE 8 (5) (viii) OF COMPANIES (ACCOUNTS) RULES, 2014

The Company has an adequate Internal Financial Control system, commensurate with the size of its business operations.

25. EXTRACT OF ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished in ANNEXURE - VI.

26. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM

The Audit Committee consists of the following members;

(a) Mr. Hitesh Vora

(b) Mr. Dipal Muchhala

(c) Mrs. Disha Devrukhkar

The above composition of the Audit Committee consists of independent Directors viz., Mr. Hitesh Vora and Mr. Dipal Muchhala who form the majority.

The Company has established a vigil mechanism and oversees through the committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the chairman of the Audit Committee on reporting issues concerning the interests of co employees and the Company.

27. CORPORATE GOVERNANCE

Your Company is committed to adopting the best Corporate Governance practices. It believes that proper corporate governance is not just a regulatory compliance but also a facilitator for enhancement of stakeholder''s value. Reports on Corporate Governance forms part of this report.

28. APPRECIATION AND ACKNOWLEDGEMENT

The Board of Directors wish to place on record their appreciation for the co-operation and support of the Company''s Bankers, its valued customers, employees and all other intermediaries concerned with the Company''s business.

Your directors are grateful towards all members for supporting and sustaining us during the intricate days. We look forward to your continued support and reiterate that we are determined to ensure that the plans are successfully implemented.

By Order of the Board of Directors

For BSEL Infrastructure Realty Ltd.

Sd/- Sd/-

Mr. Kirit Kanakiya Mrs. Disha Devrukhkar

Place: Navi Mumbai Director Whole-Time Director

Date: 10/08/2016 DIN: 00266631 DIN: 05156891


Mar 31, 2015

Dear Members,

The directors are pleased to present their 20th Annual Report, to the members, on the business and operations of BSEL Infrastructure Realty Limited (hereafter referred to as 'BSEL') together with the Audited Abridged Annual Accounts for the financial year ended March 31, 2015.

FINANCIAL HIGHLIGHTS OF BSEL INFRASTRUCTURE REALTY LTD. (Rs. in Lacs)

Particulars Consolidated

Year ended March 31 2015 2014

Total Income 249.81 2,508.92

Total Expenditure (681.59) (5,527.38)

Profit before tax and Extra- (431.78) (3,018.46) ordinary Items

Extra Ordinary Items - (0.56)

Profit/(Loss) before tax (431.78) (3,017.90)

Provision for tax (including 59.63 85.03 deferred tax )

Profit/(Loss) after Tax - (491.41) (3102.93) Transferred to Balance Sheet

Particulars Standalone

Year ended March 31 2015 2014

Total Income 247.59 181.74

Total Expenditure (138.44) (254.31)

Profit before tax and Extra- 109.15 (72.57) ordinary Items

Extra Ordinary Items - (0.56)

Profit/(Loss) before tax 109.15 ( 72.01)

Provision for tax (including 59.63 85.03 deferred tax )

Profit/(Loss) after Tax - 49.52 (157.04) Transferred to Balance Sheet

Review of Operations

Stand alone income for the year under review is Rs. 247.59 lacs and the stand alone net profit is Rs. 49.52 lacs. The company had to suffer with a consolidated loss of Rs. 491.41 compared to last year loss of Rs.3,102.93 lacs. However due to its cautious approach with intention to maintain its liquidity position intact.

Dividend

Directors of the Company are unable to declare any dividend for the financial year ended on March 31, 2015 as company suffered with a loss in the financial year under consideration.

Share capital

The share capital of the Company remained unchanged during the year under review. The total Equity Share Capital of the Company is comprised of 82,616,840 Equity Shares of Rs. 10/- each

Global Depository Receipts

Outstanding Global Depository Receipts as on March 31, 2015 are 183,647. No conversion of GDRs into shares was noted during this financial year.

Quality assurance

The Company firmly believes in the pursuits of excellence in this ever growing infrastructure and realty sector. Our focus has been on providing consistently quality products and services to our clients.

Subsidiaries

Ministry of Corporate Affairs (MCA) issued General Circular No. 2/2011 vide letter no. 51/12/2007-CL-III dated February 8, 2011, trough which it granted a General Exemption to companies from attaching Directors' Report, Balance Sheet and Profit & Loss Account of subsidiaries to its Balance Sheet. The Conditions prescribed by the MCA, for availing exemption under this circular, have been fulfilled by your Company.

BSEL is having three Wholly Owned Subsidiaries including step down subsidiaries named (I) BSEL Infrastructure Realty FZE (II) BSEL Infrastructure Realty Sdn. Bhd. and (III) BSEL Waterfront Sdn. Bhd. Balance Sheets, Profit & Loss accounts, Reports of the Directors and Auditors will be made available upon request by any member on application and will also be kept for inspection at the Registered Office of your Company. The financial data of the subsidiaries has been furnished along with the statement pursuant to the provisions of the Companies Act, 2013 forming part of the Annual Report. Also, pursuant to Accounting Standard (AS-21) issued by the Institute of Chartered Accountants of India and listing agreement, your Company has presented the consolidated financial statements which include the financial information relating to its subsidiaries and forms part of the Annual Report as ANNEXURE I.

Depository systems

The Company continues with its arrangement with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) for dematerialization of securities in accordance with the provisions of the Depositories Act, 1995 and members may avail of such facilities. With this, the members have an option / discretion to hold demated shares with NSDL and / or CDSL.

Directors

Mrs. Disha Rajendra Devrukhkar, Whole Time Director, retires at this annual general meeting by rotation and being eligible offers himself for reappointment. The board recommends the re-appointment of Mrs. Disha Rajendra Devrukhkar, Whole Time Director of the Company.

No other changes took place in the structure of the Board of Directors of the Company.

Declaration of Independent Directors

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

Board Meeting

During the financial year 2014-15, the Board met four (4) times

Company's policy relating to directors appointment, payment of remuneration and discharge of their duties

The provisions of Section 178(1) relating to constitution of Nomination and Remuneration Committee are applicable to the Company and hence the Company has devised any policy relating to appointment of Directors, payment of Managerial remuneration, Directors qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013.

Information pursuant to Rule 5 (2) of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014

The details of employee(s) in receipt of remuneration exceeding the limits specified under Rule 5 (2) of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 are attached as "Annexure IV".

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redresal ) Act, 2013 The Company has duly set up an Internal Complaints Committee (ICC) in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013, to redress complaints received regarding sexual harassment.

The following is a summary of sexual harassment complaints received and disposed off during the year 2014-15.

No of complaints received: Nil

No of complaints disposed off: Nil

Directors' Responsibility Statement

Pursuant to Section 134 (3) (c) read with Section 134 (5) of the Companies Act, 2013, your Directors state that:

a. In the preparation of the annual accounts, the applicable accounting standards have been followed with proper explanation relating to material departures, if any;

b. They have, in the selection of the accounting policies, consulted the Statutory Auditors and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2015 and of its Profit/Loss for the year ended on that date;

c. They have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d. They have prepared the annual accounts for the year ended 31st March, 2015 on a 'going concern' basis; and

e. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Corporate Social Responsibility

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the provisions of Section 135 of the Companies Act, 2013 are not applicable.

Particulars of loans, guarantees or investments made under section 186 of the Companies Act, 2013

The details of loan given or guarantee given or investment made or security provided pursuant to Section 186 of the Companies Act, 2013 during the year under review are given under ANNEXURE III

Disclosures of amounts, if any, transfer to any reserves

It is not proposed to carry any amount to any reserves from the profits of the Company. Hence, disclosure under Section 134 (3) (j) of the companies act, 2013 is not required.

Material changes and commitment if any affecting the financial position of the company occurred between the end of the financial year to which this financial statements relate and the date of the report

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relate on the date of this report.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

There was no conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014.

Statement indicating development and implementation of Risk Management

The Company has developed & implemented Risk Management Policy. However, Company has not come across any element of risk which may threaten the existence of the Company.

Details of significant material orders passed by the regulators / courts / tribunal impacting the going concern status and company's operation in future

There are no significant material orders passed by the Regulators / Courts / Tribunal which would impact the going concern status of the Company and its future operations. Hence, disclosure pursuant to Rule 8 (5) (vii) of Companies (Accounts) Rules, 2014 is not required.

Details in respect of adequacy of Internal Financial Controls with reference to the Financial Statements pursuant to Rule 8 (5) (viii) of the Companies (Accounts) Rules, 2014

The Company has an adequate internal financial control system, commensurate with the size of its business operations.

Particulars of contracts or arrangements made with related parties made pursuant to Section 188 of the Companies Act, 2013

There was no contract or arrangements made with related parties as defined under Section 188 of the Companies Act, 2013 during the year under review.

Annual Return

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished in "Annexure V".

Disclosure of composition of Audit Committee and providing vigil mechanism

The Audit Committee consists of the following members;

a. Mr. Hitesh Dinkar Vora, Independent Director - Chairman

b. Mr. Dipal Ajit Muchchala , independent Director - Member

c. Ms. Disha Rajendra Devrukhkar, Independent Director - Member

The above composition of the Audit Committee consists of independent Directors viz. Mr. Hitesh Vora and Mr. Dipal Muchchala who form the majority.

The Company has established a vigil mechanism and overseas through the committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the chairman of the Audit Committee on reporting issues concerning the interests of co employees and the Company.

Corporate governance

A detailed report on corporate governance is part of this annual report. Certificate of the statutory auditors of the Company regarding compliance with the provisions of corporate governance as stipulated in clause 49 of the listing agreement is also provided in the Corporate Governance Report as ANNEXURE VI.

Auditors

M/s Raju & Prasad Chartered Accountants, Mumbai, hold the office of the Statutory Auditors of the Company retire at the conclusion of the annual general meeting. However, they have expressed their unwillingness for getting re-appointed The Board of Directors have received the consent u/s 141 of the Companies Act, 2013 from M/s. Deepak Vekaria and Associates, Chartered Accountants to act as Statutory Auditor of the Company till the conclusion of the next annual general meeting. The audit committee has recommended their appointment for the office of Statutory Auditors of the Company. The necessary resolution is being placed before the shareholders for approval.

Comments on Auditor's Report

With reference to the comments given by the Auditors on the Auditors Report on accounts of the Company, the management's explanations have been suitably made in the Notes to Accounts of the Balance Sheet and Profit and Loss account and are self explanatory.

Secretarial Auditor

Mr. Harsh Vijay Gor, Proprietor of H V Gor & Co, Practicing Company Secretaries, have been appointed in the meeting of the Board of Directors of the Company held on 30th May, 2015 as the Secretarial Auditor of the Company u/s 204 of the Companies Act, 2013 to conduct Secretarial Audit of the Company for the financial year ended 31st March 2015 and report thereof. The Secretarial Audit Report has been furnished as ANNEXURE IX to the Board Report and is self explanatory.

Comments on Secretarial Audit Report

The explanations /comments made by the Board relating to the qualifications, reservations or adverse remarks made by the Auditors in their report are furnished as under:

1. The Company has been giving advertisement in the Classifieds for the purpose of inviting applications for the post of Company Secretary in whole - time employment of the Company. However, the Company has failed to receive applications suitable to the responsibilities and Company's requirements.

2. The failure to file a report on the 19th Annual General Meeting in e-form MGT-15 with the Registrar of Companies was due to a genuine oversight on the part of the Company. The Board of Directors assures that there was no mala fide intention to effect the interest of the stakeholders of the Company.

3. The failure to file e-form MGT-10 with the office of the Registrar of Companies was due to a genuine oversight on the part of the Company. The Board of Directors assures that there was no mala fide intention to effect the interest of the stakeholders of the Company.

Acknowledgment

The directors sincerely appreciate the contributions made by all employees and business associates who have supported the Company to stand firmly in the critical and challenging situations of emerged out of economic crisis. Your directors are also thankful for the co-operation, support and assistance received from banks, investors, customers, central and state government departments, local authorities, vendors, strategic alliance partners and all other associated with the activities of the Company. Your directors would also like to acknowledge the continued support of the Company's shareholders.

For and on behalf of the Board

Place: Navi Mumbai Sd/- Date: 24th August, 2015 Disha Devrukhkar Whole Time Director


Mar 31, 2014

Dear Members,

The directors are pleased to present their 19th Annual Report, to the members, on the business and operations of BSEL Infrastructure Realty Limited (hereafter referred to as ''BSEL'') together with the Audited Abridged Annual Accounts for the financial year ended March 31, 2014.

FINANCIAL HIGHLIGHTS OF BSEL INFRASTRUCTURE REALTY LTD.

(In lacs) Particulars Consolidated Standalone Year ended March 31 2014 2013 2014 2013

Total Income 2,508.92 201.17 181.74 198.29

Total Expenditure (5,527.38) (212.90) (254.31) (167.82)

Profit before tax and Extra- ordinary Items (3,018.46) (11.73) (72.57) 30.47

Extra Ordinary Items (0.56) (2.65) (0.56) (2.65)

Profit/(Loss) before tax_ (3,017.90) (14.38) (72.01) 27.82

Provision for tax ( including deferred tax ) 85.03 35.79 85.03 35.79

Profit/(Loss) after Tax - Transferred to Balance Sheet (3,102.93) (50.17) (157.04) (7.97)

Review of Operations

Stand alone income for the year under review is Rs. 181.74 lacs and the stand alone net loss is Rs. 157.04 lacs. The company had to suffer with a consolidated loss of Rs. 3,102.93 compared to last year loss of Rs.50.17 lacs. However due to its cautious approach with intention to maintain its liquidity position intact.

Dividend

Directors of the Company are unable to declare any dividend for the Financial year ended on March 31, 2014 as company suffered with a loss in the financial year under consideration.

Share Capital

The share capital of the Company remained unchanged during the year under review. The total Equity Share Capital of the Company is comprised of 82,616,840 Equity Shares of Rs. 10/- each

Global Depository Receipts

Outstanding Global Depository Receipts as on March 31, 2014 are 183,647. No conversion of GD Rs into shares was noted during this financial year.

Quality assurance

The Company firmly believes in the pursuits of excellence in this ever growing infrastructure and realty sector. Our focus has been on providing consistently quality products and services to our clients.

Subsidiaries

Ministry of Corporate Affairs (MCA) issued General Circular No. 2/2011 vide letter no. 51/12/2007-CL-III dated February 8, 2011, trough which it granted a General Exemption to companies from attaching Directors'' Report, Balance Sheet and Profit & Loss Account of subsidiaries to its Balance Sheet. The Conditions prescribed by the MCA, for availing exemption under this circular, have been fulfilled by your Company.

BSEL is having three Wholly Owned Subsidiaries including step down subsidiaries named (I) BSEL Infrastructure Realty FZE (II) BSEL Infrastructure Realty Sdn. Bhd. and (III) BSEL Waterfront Sdn. Bhd. Balance Sheets, Profit & Loss accounts, Reports of the Directors and Auditors will be made available upon request by any member on application and will also be kept for inspection at the Registered Office of your Company. The financial data of the subsidiaries has been furnished along with the statement pursuant to Section 212 of the Companies Act, 1956 forming part of the Annual Report. Also, pursuant to Accounting Standard (AS-21) issued by the Institute of Chartered Accountants of India and listing agreement, your Company has presented the consolidated financial statements which include the financial information relating to its subsidiaries and forms part of the Annual Report.

Depository systems

The Company continues with its arrangement with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) for dematerialization of securities in accordance with the provisions of the Depositories Act, 1995 and members may avail of such facilities. With this, the members have an option / discretion to hold demated shares with NSDL and / or CDSL

Directors

Mr. Kirit R. Kanakiya, Non – Executive Director, retires at this annual general meeting by rotation and being eligible offers himself for reappointment. The board recommends the re-appointment of Mr. Kirit R. Kanakiya, as a Non-Executive Director of the Company.

Directors'' responsibility statement

As required under section 217 (2AA) of the Companies Act, 1956, your directors'' confirm that:- 1. In the preparation of the Annual Accounts for the financial year under consideration, the applicable Accounting Standards have been followed.

2. The directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company and of the Profit & Loss of the Company for the year under consideration.

3. The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The directors have prepared the annual accounts for the year under review on a going concern basis

Corporate governance

A detailed report on corporate governance is part of this annual report. Certificate of the statutory auditors of the Company regarding compliance with the provisions of corporate governance as stipulated in clause 49 of the listing agreement is also provided in the Corporate Governance Report.

Deposits

The Company has not invited or accepted from public or its employees any deposits in terms of provisions of section 58A of the Companies Act, 1956, read with the Companies (Acceptance of Deposits) Rules, 1975 and therefore no amount of principle or interest was outstanding to be paid as of the balance sheet date.

Auditors

M/s Raju & Prasad Chartered Accountants, Mumbai, hold the office of the Statutory Auditors of the Company retire at the conclusion of the annual general meeting and are eligible for reappointment. The Company has received a letter from them consenting to act as Statutory Auditors if appointed and that their appointment will be in terms with section 141 (3) (g) of the Companies Act, 2013. The audit committee has recommended their appointment for the office of Statutory Auditors of the Company. The necessary resolution is being placed before the shareholders for approval.

Comments on Auditor''s Report

With reference to the comments given by the Auditors on the Auditors Report on accounts of the Company, the management''s explanations have been suitably made in the Notes to Accounts of the Balance Sheet and Profit and Loss account and are self explanatory.

Particulars of employees

As required by the provisions of section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, no employee is drawing remuneration at or above the limits mentioned therein.

Conservation of energy, research & development, technology absorption, foreign exchange earnings and outgo Disclosure under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rule, 1988 are as follows:

Conservation of Energy: The operations of the Company are not energy intensive. Adequate measures, have, however been taken to conserve and reduce the energy consumption.

Technology absorption: No technology has been developed and / or imported by way of foreign collaboration.

Foreign exchange earnings and outgo: There are no foreign exchange earnings and outgo during the year.

Acknowledgment

The directors sincerely appreciate the contributions made by all employees and business associates who have supported the Company to stand firmly in the critical and challenging situations of emerged out of economic crisis. Your directors are also thankful for the co-operation, support and assistance received from banks, investors, customers, central and state government departments, local authorities, vendors, strategic alliance partners and all other associated with the activities of the Company. Your directors would also like to acknowledge the continued support of the Company''s shareholders.

For and on behalf of the Board

Place : Navi Mumbai Sd/- Date : August 22, 2014 Disha Devrukhkar Whole Time Director


Mar 31, 2013

Dear Members,

The directors are pleased to present their 18th Annual Report, to the members, on the business and operations of BSEL Infrastructure Realty Limited (hereafter referred to as ''BSEL'') together with the Audited Annual Accounts for the financial year ended March 31, 2013.

FINANCIAL HIGHLIGHTS OF BSEL INFRASTRUCTURE REALTY LTD.

(Rs. In lacs)

Particulars Consolidated Standalone

Year ended March 31 2013 2012 2013 2012

Total Income 201.17 (1,934.38) 198.29 208.09

Total Expenditure (212.90 (1,896.02) (167.82) (514.77)

Profit before tax and Extraordinary Items (11.73) (3,830.40) 30.47 (306.68)

Extraordinary Items (2.65) (24,141.43) 2.65 (1.51)

Profit/(Loss) before tax (14.38) (27,971.83) 27.82 (308.19)

Provision for tax (including deferred tax) 35.79 46.32 35.79 (35.34)

Profit/(Loss) After Tax Transferred to Balance Sheet (50.17) (27,925.51) (7.97) (272.85)

Review of Operations

Stand alone income for the year under review is Rs. 198.29 lacs and the stand alone net loss is Rs. 7.97 lacs. Your Company was able to minimize its loss as compared to the last year standalone loss. The company had to suffer with a consolidated loss of Rs. 50.17 Lacs due to its cautious approach with intention to maintain its liquidity position intact.

Dividend

Directors of the Company are unable to declare any dividend for the Financial year ended on March 31, 2013 as company suffered with a loss in the financial year under consideration.

Share Capital

The share capital of the Company remained unchanged during the year under review. The total Equity Share Capital of the Company is comprised of 82,616,840 Equity Shares of Rs. 10/- each.

Global Depository Receipts

Outstanding Global Depository Receipts as on March 31, 2013 are 183,647. No conversion of GDRs into shares was noted during this financial year.

Quality Assurance

The Company firmly believes in the pursuits of excellence in this ever growing infrastructure and realty sector. Our focus has been on providing consistently quality products and services to our clients.

Subsidiaries

Ministry of Corporate Affairs (MCA) issued General Circular No. 2/2011 vide letter no. 51/12/2007-CL-III dated February 8, 2011, trough which it granted a General Exemption to companies from attaching Directors'' Report, Balance Sheet and Profit & Loss Account of subsidiaries to its Balance Sheet. The Conditions prescribed by the MCA, for availing exemption under this circular, have been fulfilled by your Company.

BSEL is having three Wholly Owned Subsidiaries including step down subsidiaries named (I) BSEL Infrastructure Realty FZE (II) BSEL Infrastructure Realty Sdn. Bhd. and (III) BSEL Waterfront Sdn. Bhd. Balance Sheets, Profit & Loss accounts, Reports of the Directors and

Auditors will be made available upon request by any member on application and will also be kept for inspection at the Registered Office of your Company. The financial data of the subsidiaries has been furnished alongwith the statement pursuant to Section 212 of the Companies Act, 1956 forming part of the Annual Report. Also, pursuant to Accounting Standard (AS-21) issued by the Institute of Chartered Accountants of India and listing agreement, your Company has presented the consolidated financial statements which include the financial information relating to its subsidiaries and forms part of the Annual Report.

Depository Systems

The Company continues with its arrangement with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) for dematerialization of securities in accordance with the provisions of the Depositories Act, 1995 and members may avail of such facilities. With this, the members have an option / discretion to hold demated shares with NSDL and / or CDSL.

Directors

Mr. Dippal Muchhala was appointed as an Additional Non-Executive Director in the Board Meeting held on June 18, 2013. His appointment is further approved by members of the company in the ensuing Annual General Meeting which will be held on September 30, 2013.

Mr. Hitesh Vora, Non - Executive Director, retires at this annual general meeting by rotation and being eligible offers himself for reappointment. The board recommends the re-appointment of Mr. Hitesh Vora, as a Non-Executive Director of the Company.

Mr. Vijay Jain has resigned from Independent Director on December 20, 2012. The Board has duly accepted his resignation in their meeting held on December 27, 2012 and has relived him from his duties and responsibilities in the capacity of Independent Director.

Directors'' Responsibility Statement

As required under section 217 (2AA) of the Companies Act, 1956, your directors'' confirm that:- 1. In the preparation of the Annual Accounts for the financial year under consideration the applicable Accounting Standards have been followed.

2. The directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company and of the Profit & Loss of the Company for the year under consideration.

3. The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The directors have prepared the annual accounts for the year under review on a going concern basis

Corporate Governance

A detailed report on corporate governance is part of this annual report. Certificate of the statutory auditors of the Company regarding compliance with the provisions of corporate governance as stipulated in clause 49 of the listing agreement is also provided in the Corporate Governance Report.

Deposits

The Company has not invited or accepted from public or its employees any deposits in terms of provisions of section 58A of the Companies Act, 1956, read with the Companies (Acceptance of Deposits) Rules, 1975 and therefore no amount of principle or interest was outstanding to be paid as of the balance sheet date.

Auditors

M/s Raju & Prasad Chartered Accountants, Mumbai, hold the office of the Statutory Auditors of the Company retire at the conclusion of the annual general meeting and are eligible for reappointment. The Company has received a letter from them consenting to act as Statutory Auditors if appointed and that their appointment will be in terms with section 224 (1) (b) of the Companies Act, 1956. The audit committee has recommended their appointment for the office of Statutory Auditors of the Company. The necessary resolution is being placed before the shareholders for approval.

Comments on Auditors'' Report

With reference to the comments given by the Auditors on the Auditors Report on accounts of the Company, the management''s explanations have been suitably made in the Notes to Accounts of the Balance Sheet and Profit and Loss account and are self explanatory.

Particulars of Employees

As required by the provisions of section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, no employee is drawing remuneration at or above the limits mentioned therein.

Conservation of energy, research & development, technology absorption, foreign exchange earnings and outgo

Disclosure under section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rule, 1988 are as follows:

Conservation of Energy: The operations of the Company are not energy intensive. Adequate measures, have, however been taken to conserve and reduce the energy consumption.

Technology Absorption: No technology has been developed and / or imported by way of foreign collaboration.

Foreign Exchange Earnings and Outgo: There are no foreign exchange earnings during the year. Company has paid AED 10,500 to the Auditor of the Wholly Owned Subsidiary towards the Audit Fees for the year 2011-12.

Acknowledgment

The directors sincerely appreciate the contributions made by all employees and business associates who have supported the Company to stand firmly in the critical and challenging situations of emerged out of economic crisis. Your directors are also thankful for the co-operation, support and assistance received from banks, investors, customers, central and state government departments, local authorities, vendors, strategic alliance partners and all other associated with the activities of the Company. Your directors would also like to acknowledge the continued support of the Company''s shareholders.

For and on behalf of the Board

Sd/- Place : Navi Mumbai Disha Devrukhkar Date : August 14, 2013 Whole Time Director


Mar 31, 2012

Dear Members,

The directors are pleased to present their 17th Directors' Report, on the business and operations of BSEL Infrastructure Realty Limited (hereafter referred to as 'BSEL') together with the Audited Annual Accounts for the financial year ended March 31, 2012.

FINANCIAL HIGHLIGHTS OF BSEL INFRASTRUCTURE REALTY LTD.

(Rs. In lacs)

Particulars Consolidated Standalone

Year ended March 31 2012 2011 2012 2011

Total Income (1,931.58) 244.22 210.89 145.16

Total Expenditure (Including adjustments) (1,898.82) (704.55) (517.57) (317.45)

Profit / (Loss) before tax and Extraordinary Items (3,830.40) (460.33) (306.68) (172.29)

Extraordinary Items (24,152.41) 44.75 12.49 44.75

Profit/(Loss) before tax (27,982.81) (505.08) (319.17) (217.04)

Provision for tax (including deferred tax ) 46.32 (37.29) 46.32 (37.29)

Profit/(Loss) After Tax - Amount Transferred to Balance Sheet (27,936.49) (542.37) (272.85) (254.33)

Review of Operations

Standalone income for the year under review is Rs. 210.89 lacs and the standalone net loss is Rs. 272.85 lacs. Your Company was able to minimize its loss as compared to the last year standalone loss. Your Company has incurred a consolidated loss of Rs. 27,936.49 lacs.

Segmental Demerger of BSEL was under consideration and was put forward for feasibility study. After undertaking detailed study, Board is of opinion to drop down the proposal of Demerger as its not feasible considering prevailing conditions in industry and the Company.

Dividend

Directors of the Company are unable to declare any dividend for the financial year ended on March 31, 2012 as Company has incurred loss in the financial year under consideration.

Share Capital

The share capital of the Company remained unchanged during the year under review. The total Equity Share Capital of the Company is comprised of 82,616,840 Equity Shares of Rs. 10/- each. Considering volatile conditions of the market, your Company does not intend to raise any funds.

Global Depository Receipts

As on March 31, 2012, there were a total of 1,83,647 outstanding Global Depository Receipts. No conversion of GDRs into shares was noted during this financial year.

Quality Assurance

Your Company is an ISO 9001:2000 Company. The Company firmly believes in the pursuits of excellence in this ever growing infrastructure and realty sector. Our focus has been on providing consistently quality products and services to our clients. We have maintained ISO 9001 status since 2003.

Subsidiaries

Ministry of Corporate Affairs (MCA) issued General Circular No. 2/2011 vide letter no. 51/12/2007-CL-III dated February 8, 2011, through which it granted a general exemption to companies from attaching Directors' Report, Balance Sheet and Profit & Loss Account of subsidiaries to its Balance Sheet. The Conditions prescribed by the MCA, for availing exemption under this circular, have been fulfilled by your Company.

BSEL is having three Wholly Owned Subsidiaries including step down subsidiaries namely (I) BSEL Infrastructure Realty FZE (II) BSEL

Infrastructure Realty Sdn. Bhd. and (III) BSEL Waterfront Sdn. Bhd. Balance Sheets, Profit & Loss accounts, Reports of the Directors and Auditors will be made available upon request by any member on application and will also be kept for inspection at the Registered Office of your Company. The financial data of the subsidiaries has been furnished in the statement pursuant to Section 212 of the Companies Act, 1956 forming part of the Annual Report. Also, pursuant to Accounting Standard - 21 (AS-21) issued by the Institute of Chartered Accountants of India and Listing Agreement, your Company has presented it's consolidated financial statements which include the financial information relating to its subsidiaries and forms part of this Annual Report.

Depository Systems

The Company continues with its arrangement with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) for dematerialization of securities in accordance with the provisions of the Depositories Act, 1995 and members may avail of such facilities. With this, the members have an option / discretion to hold demated shares with NSDL and / or CDSL.

Directors

Mr. Vijay Chauhan was appointed as an Additional Director in the Board Meeting held on June 16, 2011. His appointment was approved by members of the Company in the Annual General Meeting held on September 30, 2011. Mr. Vijay Chauhan resigned from the office of Executive Director on December 28, 2011 and has been appointed as Chief Financial Officer (CFO) of the Company.

Mr. Dharmendra Raichura resigned from the office of Managing Director on October 04, 2011. The Board has duly accepted his resignation and has relived him from his duties and responsibilities in the capacity of Director, Managing Director, CEO, CFO and Compliance Officer. The Board of Directors, in their meeting held on December 28, 2011, appointed Ms. Disha Devrukhkar as Whole Time Director of the Company for the period of 1 (one) year commencing from December 28, 2011 to December 27, 2012. The appointment is subject to the approval of Members of the Company in ensuing Annual General Meeting. Brief profile of Ms. Disha Devrukhkar is given in the Explanatory Statement of the Notice of Annual General Meeting forming part of this Annual Report.

Mr. Kirit R. Kanakiya, Non - Executive Director, retires at this Annual General Meeting by rotation and being eligible offers himself for re- appointment. The Board recommends the re-appointment of Mr. Kirit R. Kanakiya as a Non-Executive Director of the Company.

Directors' Responsibility Statement

As required under Section 217 (2AA) of the Companies Act, 1956, your directors' confirm that:-

1. In the preparation of the Annual Accounts for the financial year under consideration, the applicable Accounting Standards have been followed.

2. The directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company and of the Profit & Loss of the Company for the year under consideration.

3. The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The directors have prepared the annual accounts for the year under review on a going concern basis.

Corporate Governance

A detailed report on corporate governance forms part of this Annual Report. Certificate of the statutory auditors of the Company regarding compliance with the provisions of corporate governance as stipulated in Clause 49 of the Listing Agreement is also provided in the Corporate Governance Report.

Management Discussion and Analysis

BSEL incurred loss in the year under consideration; especially the Wholly Owned Subsidiary (WOS) has incurred heavy losses. BSEL is looking out for the feasible and profitable projects to invest in Infrastructure and real estate sector.

BSEL, a zero debt company, has been able to maintain its liquidity throughout the year.

Deposits

The Company has not invited or accepted from public or its employees any deposits in terms of provisions of Section 58A of the Companies Act, 1956, read with the Companies (Acceptance of Deposits) Rules, 1975 and therefore no amount of principle or interest was outstanding to be paid as on the balance sheet date.

Auditors

M/s Raju & Prasad Chartered Accountants, Mumbai, who hold office of the statutory auditors of the Company retire at the conclusion of the Annual General Meeting and are eligible for re-appointment. The Company has received a letter from them consenting to act as statutory auditors if appointed and that their appointment will be in terms with Section 224 (1) (b) of the Companies Act, 1956. The Audit Committee has recommended their appointment for the office of statutory auditors of the Company.

Comments on Auditors' Report

With reference to the comments given by the Auditors in the Auditors' Report on accounts of the Company, the management's explanations have been suitably made in the Notes to Accounts of the Balance Sheet and Profit and Loss account and are self explanatory.

Particulars of Employees

As required by the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, no employee is drawing remuneration at or above the limits mentioned therein.

Conservation of Energy, Research & Development, Technology Absorption, Foreign Exchange Earnings and Outgo Disclosure under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rule, 1988 are as follows:

Conservation of Energy: The operations of the Company are not energy intensive. Adequate measures, have, however been taken to conserve and reduce the energy consumption

Technology Absorption: No technology has been developed and / or imported by way of foreign collaboration.

Foreign Exchange Earnings and Outgo: There are no foreign exchange earnings or outgo during the year under review.

Acknowledgment

Your directors sincerely appreciate the contributions made by all employees and business associates who have supported the Company to stand firmly in the critical and challenging situations emerged out of economic crisis. Your directors are also thankful for the co-operation, support and assistance received from banks, investors, customers, central and state government departments, local authorities, vendors, strategic alliance partners and all other associated with the activities of the Company. Your directors would also like to acknowledge the continued support of the Company's shareholders.

For and on behalf of the Board

Sd/-

Place : Navi Mumbai Disha Devrukhkar

Date : August 14, 2012 Whole Time Director


Mar 31, 2010

The Directors are pleased to present their 15th Annual Report, to the members, on the business and operations of BSEL Infrastructure Realty Limited (hereafter referred to as BSEL or ‘Company) together with the audited accounts for the financial year ended 31st March, 2010.

FINANCIAL HIGHLIGHTS

I Consolidated financial information of BSEL Infrastructure Realty Limited and its subsidiaries.

(Rs. In lacs)

Year ended on March 31 2010 2009

Total Income 3,289.96 12,337.40

Less: Total expenditure (including adjustments) 2,814.16 8,206.49

Profit before tax and extra- ordinary items 475.80 4,130.91

Less: Extra ordinary items 379.90 —

Profit before tax 95.90 4,130.91

Less: Provision for tax (including fringe benefit tax and deferred tax) 9.03 67.40

Consolidated profit for the group 86.87 4,063.51

EPS (basic and diluted) (in Rs.) 0.11 4.92

II Standalone financial information of BSEL Infrastructure Realty Limited

(Rs. In lacs)

Year ended on March 31 2010 2009

Total Income 267.77 1,040.58

Less: Total expenditure 475.82 461.75

Profit/(Loss) before tax and extra ordinary items (208.05) 578.83

Less: Extra ordinary items 296.89 —

Profit/(Loss) before tax (504.94) 578.83

Less: Provision for tax (including fringe benefit tax and deferred tax) 9.03 67.40

Profit/(Loss) transferred to Balance Sheet (513.97) 511.43

Review of Operations

The Economy, in particular, real estate industry is still absorbing the aftershocks of global meltdown. Standalone income for the year under review is Rs. 267.77 lacs and the standalone net loss is Rs. 513.97 lacs. The decline in income of the Company has been noticed due to conservative policy adopted by the Company, so as to maintain its liquidity position intact. Extra-ordinary item, loss due to exit from joint venture projects of the Company, pulled down the Company in further loss for the year.

Consolidated Results

Total consolidated income of the Company, with its wholly owned subsidiaries and step down subsidiaries, for year under consideration has been recorded at Rs.3,289.96 lacs and the net profit for the same is Rs.86.87 lacs. The loss due to closure of subsidiary at Singapore forced consolidated net profit to go down.

Dividend

The BSEL - India has suffered a loss for the year under review and consolidated profit has dropped down substantially. Thus keeping in view funds availability for future projects and for saving Company to get into the liquidity crunch, Directors have arrived at conclusion that its not comfortable for the Company to declare any dividend for the financial year 2009-10.

Share Capital

The share capital of the Company remained unchanged during the year under review. The total Equity Share Capital of the Company is comprised of 82,616,840 Equity Shares of Rs. 10/- each.

Global Depository Receipts

During this financial year 1,200,000 GDRs have been converted into shares. 1,458,120 GDRs have not been converted till 31st March, 2010.

Quality Assurance

Your Company is an ISO 9001:2008 Company. The Company firmly believes in the pursuits of excellence in this ever growing infrastructure and realty sector. Our focus has been on providing consistently quality products and services to our clients. We have maintained ISO 9001 status since 2003.

Subsidiaries

BSEL was having four wholly owned subsidiaries including step down subsidiaries. During the financial year 2009-10 BSEL Infrastructure Realty Pte Ltd., a step down subsidiary of BSEL, has been closed down. The details of closure of this Company are given in the financial statements given in this annual report. Thus, hereonwards, BSEL is a group of BSEL Infrastructure Realty Limited, a parent Company and three wholly owned subsidiaries.

In accordance with the provisions of section 212 of the Companies Act, 1956 your Company is required to attach the Directors Report, Balance Sheet and Profit and Loss Account of the subsidiaries to its Balance Sheet. As per the requirement of section 212 (8) of the Companies Act, 1956, your Company applied to the Central Government for the necessary exemption from the aforesaid requirements. The Central Government vide its letter no. 47/588/2010-CL-III dated 17/06/2010 has granted exemption to the Company under section 212(8) of the Companies Act, 1956, from attaching copy of the balance sheets, profit & loss accounts, reports of the Directors and auditors of its subsisting subsidiaries / step-down subsidiaries (I) BSEL Infrastructure Realty FZE, (II) BSEL Infrastructure Realty Pte. Ltd., (III) BSEL Infrastructure Realty Sdn. Bhd. and (IV) BSEL Waterfront Sdn. Bhd. Hence, the balance sheets, profit & loss accounts, reports of the Directors and auditors have not been attached with the balance sheet of the Company. These documents will be made available upon request by any member(s) of the Company interested in obtaining the same and will also be kept for inspection at the registered office of your Company. Further, as directed by the Central Government, the financial data of the subsidiaries has been furnished alongwith the statement pursuant to section 212 of the Companies Act, 1956 forming part of the annual report. Also, pursuant to accounting standard (AS-21) issued by the Institute of Chartered Accountants of India and listing agreement, your Company has presented the consolidated financial statements which include the financial information relating to its subsidiaries and forms part of the annual report.

Joint Ventures and Alliances

The Company has invested in Singapore and Malaysia through its subsidiaries and step down subsidiaries. The Company was having 50:50 joint venture with Unity Infraprojects Ltd. for six shopping malls projects at Nagpur and one technology park project at Goa. In February 2010, BSEL walked out of these joint venture projects. The details of disinvestment are given in schedule E of the balance sheet forming part of this report.

Depository Systems

The Company continues with its arrangement with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) for dematerialization of securities in accordance with the provisions of the Depositories Act, 1995 and members may avail of such facilities. With this, the members have an option / discretion to hold demated shares with NSDL and / or CDSL.

Directors

Mr. Dharmendra Raichura continues as the Managing Director of the Company after being appointed for a period of three years by the shareholders in the annual general meeting held on 30th September, 2008. His tenure ends on 29th July, 2011.

Mr. Vijay Jain, Non - Executive and Independent Director, retires at this annual general meeting by rotation and being eligible offers himself for reappointment.

The Board recommends the re-appointment of Mr. Vijay Jain as a Non-Executive and Independent Director of the Company.

Directors Responsibility Statement

As required under section 217 (2AA) of the Companies Act, 1956, your Directors confirm that

1. In the preparation of the annual accounts for the financial year ended on 31st March, 2010, the applicable accounting standards have been followed.

2. The Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2010 and of the Profit & Loss of the Company for the year ended 31st March, 2010.

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The Directors have prepared the annual accounts for the year under review on a going concern basis.

Corporate Governance

The Company has been practicing the principles of good corporate governance over the years and it is an ongoing process. A detailed report on corporate governance is part of this annual report.

Certificate of the statutory auditors of the Company regarding compliance with the provisions of corporate governance as stipulated in clause 49 of the listing agreement is also provided in the corporate governance report.

Electronic Filing

Pursuant to an amendment in listing agreement, e-filing with www.sebiedifar.nic.in is hereinonwards not required. The corporate governance report, financial results and shareholding pattern are available on www.corpfiling.com. The financial statements and shareholding pattern is also available on website of BSE and NSE as well as website of the Company - www.bsel.com.

Deposits

The Company has not invited or accepted from public or its employees any deposits in terms of provisions of section 58A of the Companies Act, 1956, read with the Companies (Acceptance of Deposits) Rules, 1975 and therefore no amount of principle or interest was outstanding to be paid as of the balance sheet date.

Auditors

M/s Raju & Prasad, Chartered Accountants, Mumbai, having membership no. 41689, hold the office of the Statutory Auditors of the Company retire at the conclusion of the annual general meeting and are eligible for reappointment. The Company has received a letter from them consenting to act as Statutory Auditors that, if appointed, their appointment will be in terms with section 224 (1)(b) of the Companies Act, 1956. The audit committee has recommended their appointment for the office of statutory auditors of the Company. The necessary resolution is being placed before the shareholders for approval.

Comments on Auditors Report

With reference to the comments given by the auditors on the auditors report on accounts of the Company, the managements explanations have been suitably made in the notes to accounts of the balance sheet and profit and loss account and are self explanatory.

Particulars of Employees

As required by the provisions of section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, no employee is drawing remuneration at or above the limits mentioned therein.

Human Resource Management and Employee Relation

BSEL has created favourable work environment that encourages management talent. It always maintained cordial relationship with its employees. The Company consists of professional team that will help out BSEL to deliver quality performance.

Conservation of energy, research & development, technology absorption, foreign exchange earnings and outgo

Disclosure under section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rule, 1988 are as follows

Conservation of Energy

The operations of the Company are not energy intensive. Adequate measures, have, however been taken to conserve and reduce the energy consumption.

Technology Absorption

No technology has been developed and / or imported by way of foreign collaboration.

Foreign Exchange Earnings and Outgo

There are no foreign exchange earnings or outgo during the year under review.

Acknowledgment

The Directors sincerely appreciate the contributions made by all employees and business associates who have supported the Company to stand firmly in the critical and challenging situations emerged out of economic crisis. The Directors are also thankful for the co-operation, support and assistance received from banks, investors, customers, Central and State Government departments, local authorities, vendors, strategic alliance partners and all other associated with the activities of the Company. The Directors would also like to acknowledge the continued support of the Companys shareholders.

For and on behalf of the Board

Place : Navi Mumbai Kirit R. Kanakiya Dharmendra Raichura

Date : 23.08.2010 Chairman Managing Director

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